Adopted on February 4, 2006 to be effective February 4, 2006
Amended April 23, 2007
AMENDED AND RESTATED BYLAWS OF
THE DALLAS PSYCHOANALYTIC CENTER, INC.
Article I.
OFFICES AND REGISTERED AGENT
Section 1. Offices. The principal office of The Dallas Psychoanalytic Center, Inc. (hereinafter sometimes referred to as the “Center”) shall be located in Dallas County, Texas. The Center may also have other offices, either within or without the State of Texas, as the Board of Directors may designate from time to time.
Section 2. Registered Office and Agent. The Center shall have and continuously maintain in the State of Texas a registered office and a registered agent (whose business office is identical with such registered office), as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Texas, and the location of the registered office may be changed from time to time as directed by the Board of Directors.
Section 3. Purpose. Purpose and objectives of the Center are (1) to establish and maintain an institution of learning and education in the field of Psychoanalysis, (2) to conduct training of qualified persons in Psychoanalysis under the Standards and Regulations set forth by the American Psychoanalytic Association, (3) to educate psychotherapists and trainees in the mental health professions, (4) to foster the integration of Psychoanalysis with medicine and related disciplines, (5) to encourage research in Psychoanalysis, (6) to promote the professional development, adherence to professional standards, and collegiality of its members, and (7) to provide the means and facilities for accomplishing the above-stated purposes.
Section 4. Nonprofit Status. The Corporation is a nonprofit corporation and shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its Regulations, as amended.
Section 5. No Members. The Corporation shall have no “members” as that term is used in the Texas Non-Profit Corporation Act. The Corporation may, nevertheless, use the word “members” to describe persons having such status and privileges as may be prescribed in the Bylaws or as determined by the Board of Directors.
Article II.
MEMBERS
Section 1. Classes of Members. The Center shall have various classes of members. All members of the Center shall at all times comply with these Bylaws of the Center, the Policies and Procedures of the Center, and the professional standards of the American Psychoanalytic Association. The initial designation of such classes shall be as set forth below, as defined by the Policies and Procedures of the Center (as may be amended from time to time):
(1) Voting Member
a) Analyst
b) Candidate
c) Emeritus
(2) Non Voting Member
a) Affiliate
b) Corresponding
c) Honorary
d) Inactive
Section 2. Qualifications for Voting Membership. To qualify for voting membership in the Center, an applicant must be a graduate or candidate of an institute affiliated with or accredited by the American Psychoanalytic Association or the International Psychoanalytic Association. Voting members may be designated as either Analyst members, Candidate members, or Emeritus members. Voting members must meet the requirements of the Center as to character, professional, and ethical standards. Upon application for membership, prospective members must satisfactorily respond to inquiries by the Membership Committee about ethics investigations, licensure, malpractice actions and health capacity to conduct patient care. Consideration for membership shall not be influenced by an applicant’s race, religion, age, gender, marital status, disability, national or ethnic origin, or sexual orientation.
Section 3. Election of Members. Prospective members shall make application to the Membership Committee. After review of the applicant’s qualifications, the Membership Committee shall report its recommendations at any Center meeting or by mail. Election to membership may take place at a meeting of members or by mail ballot. Election to membership shall require the affirmative vote of two-thirds of the voting members present at a meeting of the Center at which a quorum is present, or the affirmative vote of two-thirds of received ballots if the election is pursuant to a mail ballot, provided a quorum of all the ballots are received.
Section 4. Termination of Membership. The Center, by affirmative vote of two-thirds of all of the voting members, may suspend or expel a Center member for any cause and may terminate the membership of any Center member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article XI. of these Bylaws.
Section 5. Resignation. Any Center member may resign by filing a written resignation with the Secretary of the Center, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid, nor shall such resignation act to circumvent any ethics proceedings involving the resigning member.
Section 6. General Powers. The Center voting members shall be responsible for election of new Center members, election of the Board of Directors, and election of members of other committees as defined in Article VI. The Center voting members may override actions of the Board of Directors if a motion to do so is supported by a two-thirds majority of the voting members, and same may be conducted by meeting or mailed ballots.
Section 7. Initial Composition. The initial members of the Center shall be comprised of the current members of the Dallas Psychoanalytic Institute and the Dallas Psychoanalytic Society, provided they meet the qualifications listed in this Article II and they shall be subject to the classifications enumerated in this Article II, Section 1.
Article III.
MEETINGS OF THE MEMBERS
Section 1. Annual Meeting. The annual meeting of the Members shall be held each year on a day to be selected by the Board of Directors for the purpose of electing Directors and for the transaction of other business as may come before the meeting. If the election of Directors shall not be held on the day designated herein for any annual meeting, or at the adjournment thereof, the Board of Directors shall cause the election to be held as soon thereafter as possible.
Section 2. Special Meetings. Special meetings of the Members may be called by the Board of Directors, the President, or not less than one-half of the voting members of the Center.
Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting of the members or for any special meeting of the members called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Texas; but if two-thirds of the Center voting members shall meet at any time and place, either within or without the State, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.
Section 4. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of the members shall be delivered, either personally, by mail or by electronic mail, to each Center member not less than five (5) nor more than fifty (50) days before the date of such meeting, by or at the direction of the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail with postage prepaid, addressed to the member at his or her address as it appears on the records of the Center.
Section 5. Informal Action by Center Members. Any action required by law to be taken at a meeting of the members or any action which may be taken at a meeting of the members may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by two-thirds of the Center voting members entitled to vote with respect to the subject matter thereof.
Section 6. Quorum. A quorum at all meetings of the members of the Center shall consist of the presence, in person, of a majority in number of the members entitled to vote at such meeting. If a quorum is present, the affirmative vote of the members present at the meeting and entitled to vote on the particular matter being voted upon shall be considered the act of the members.
Section 7. Proxies. There shall be no provision for proxy voting.
Section 8. Indisposition. If the President or Secretary of the Center has been notified of the illness, indisposition or death of a voting member prior to a meeting of the members of the Center, the President or Secretary may declare that for the purposes of establishing a quorum and/or transacting the business at any meeting of the members, the ill, indisposed or deceased member shall not be counted in constituting the quorum.
Article IV.
BOARD OF DIRECTORS
Section 1. General Powers. The day-to-day administrative and fiscal affairs of the Center shall be managed by its Board of Directors, having been given the responsibility and authority to do so by the voting membership of the Center. The Board of Directors shall also be charged with developing, recommending and implementing the administrative policies of the Center. All recommendations and actions of the various committees of the Dallas Psychoanalytic Center, Inc., require the final approval of the Board of Directors. The Board of Directors members need not be residents of Texas, but shall be members of the Center.
Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of no less than seven (7) and no more than twelve (12) directors entitled to vote. The voting members of the Board of Directors shall include the Chair of the Education Committee, the Chair of the Professional Development Committee, and the Chair of the Education Outreach Committee as ex-officio members. The Chair of the Dallas Foundation for Psychoanalysis will be a non-voting ex-officio member. All other members of the Board of Directors will be elected by the voting membership of the Center for terms of three (3) years. The terms of the elected members of the Board of Directors will be staggered, with two (2) directors elected for initial terms of one (1) year each, two (2) directors elected for initial terms of two (2) years each, and the remaining directors elected for three (3) year initial terms. Thereafter, all director elections shall be for terms of (3) years each, and any director whose initial terms was for less than three (3) years, shall not have the initial term counted in any term limitations specified herein. Each member shall hold office for the term specified for such office in these Bylaws, unless earlier removed, by a majority vote of the Center members, or by reason of their death, resignation or failure to qualify for membership in the Center, in accordance with Article II, hereof.
Section 3. Officers and Duties of the Board of Directors. The Board of Directors shall select by a method of its choice, from among the elected directors, a President, Vice President, Secretary and Treasurer. Such officers and their duties are described in Article V.
Section 4. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw, as soon as possible after the annual meeting of the members of the Center, provided five (5) days notice of the meeting date and location shall be given to the members of the Board of Directors if such meeting is not held on the same date as the annual meeting of the members of the Center. The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.
Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the Board of Directors called by them.
Section 6. Notice. Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by notice delivered personally, via telephone, electronic mail or sent by mail to each Director at his or her address as shown by the records of the Center. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage prepaid, so addressed. Any member of the Board of Directors may waive notice of any meeting. The attendance of a member of the Board of Directors at any meeting shall constitute a waiver of notice of such meeting, except where a member of the Board of Directors attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.